TSX Inc. -- s. 15.1 of NI 21-101 Marketplace Operation

Headnote

Exemption granted to TSX Inc. from the requirement in subsection 3.2(2) of National Instrument 21-101 Marketplace Operation to file an amendment to Form 21-101F1 within specified timeline prior to implementation of a change to fees.

Applicable Legislative Provisions

National Instrument 21-101 Marketplace Operation, s. 5.1.

IN THE MATTER OF

THE SECURITIES ACT,

R.S.O. 1990, c. S.5, AS AMENDED

AND

IN THE MATTER OF

TSX INC.

ORDER

(Section 15.1 of National Instrument 21-101

Marketplace Operation ("NI 21-101"))

UPON the application (the "Application") of TSX Inc. (the "Applicant") to the Director for an order pursuant to section 15.1 of NI 21-101 exempting the Applicant from the requirement in subsection 3.2(2) of NI 21-101 to file an amendment to the information previously provided in Form 21-101F1 (the "Form") regarding Exhibit L -- Fees seven days before implementation of a change to fees (the "seven day filing requirement");

AND UPON the Applicant filing an updated Form on July 27, 2012, describing a fee change to be effective as of August 1, 2012, (the "Fee Change");

AND UPON considering the Application and the recommendation of staff of the Commission;

AND UPON the Applicant having represented to the Director as follows:

1. The Applicant operates the Toronto Stock Exchange and is a recognized exchange in Ontario with its head office in Toronto;

2. The Applicant would like to implement the Fee Change on August 1, 2012;

3. The final recognition order with respect to the acquisition by Maple Group Acquisition Corporation of TMX Group Inc., the parent company of the Applicant, is expected to come into force on July 31, 2012 ("Maple Recognition Order");

4. The Fee Change amends fees that would otherwise not be in compliance with the Maple Recognition Order; and

5. The Fee Change is not complex and should not raise any regulatory concerns, and can therefore be reviewed prior to the effective date of the Maple Recognition Order.

AND UPON the Director being satisfied to do so would not be prejudicial to the public interest.

IT IS ORDERED by the Director, pursuant to section 15.1 of NI 21-101, that the Applicant is exempted from the seven day filing requirement with respect to the Fee Change.

DATED this 31^st day July, 2012.